What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-10-29 compared with 2025-08-05 · 114 added, 105 removed, 673 unchanged (25% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands, except per share values) 2025 2024 2025 2024

5 unchanged sentences

Restructuring charges (Note 4) 58 1,184 2,470 5,744

Currency exchange losses (gains), net 5,286 ( 603 ) 9,363 1,730

Currency exchange losses, net 3,875 2,985 13,237 4,715

Operating income 94,310 91,477 257,933 271,533

12 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2025 2024 2025 2024

Net income $ 69,613 $ 66,648 $ 191,991 $ 197,021

Other comprehensive gain (loss), net of tax:

Other comprehensive (loss) gain, net of tax:

Foreign currency translation adjustments (Note 7) ( 1,631 ) 21,329 65,049 1,834

1 unchanged sentence

Reclassification of currency translation from accumulated other comprehensive loss into net income (Note 7) — — — ( 1,200 )

Total other comprehensive gain (loss), net of tax 44,385 ( 8,000 ) 67,123 ( 18,299 )

Total other comprehensive (loss) gain, net of tax ( 1,323 ) 21,343 65,800 3,044

Comprehensive income $ 68,290 $ 87,991 $ 257,791 $ 200,065

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands) June 30, 2025 December 31, 2024

(In thousands) September 30, 2025 December 31, 2024

Cash and cash equivalents $ 169,998 $ 164,560

40 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands) 2025 2024

43 unchanged sentences

Comprehensive

Balances March 31, 2024 $ 1,183,091 $ ( 139,548 )

Balances June 30, 2024 $ 1,235,226 $ ( 147,548 )

Net income 66,648 —

1 unchanged sentence

Pension and post-retirement plan adjustments, net of tax benefit of $ 374

Reclassification from accumulated other comprehensive loss into net income (Note 7) — ( 1,200 )

Common dividends ($ 0.51 per share)

Preferred dividends ($ 0.5625 per share)

Balances September 30, 2024 $ 1,281,793 $ ( 126,205 )

Balances June 30, 2025 $ 1,431,147 $ ( 74,526 )

Balances March 31, 2025 $ 1,389,222 $ ( 118,911 )

Net income 69,613 —

3 unchanged sentences

Preferred dividends ($ 0.5625 per share)

Balances June 30, 2025 $ 1,431,147 $ ( 74,526 )

Balances September 30, 2025 $ 1,480,003 $ ( 75,849 )

Balances December 31, 2023 $ 1,143,442 $ ( 129,249 )

5 unchanged sentences

Preferred dividends ($ 1.6875 per share)

Balances June 30, 2024 $ 1,235,226 $ ( 147,548 )

Balances September 30, 2024 $ 1,281,793 $ ( 126,205 )

Balances December 31, 2024 $ 1,349,650 $ ( 141,649 )

1 unchanged sentence

Foreign currency translation adjustments — 65,049

Pension and post-retirement plan adjustments, net of tax expense of $ 341

Pension and post-retirement plan adjustments, net of tax benefit of $ 425

Common dividends ($ 1.57 per share)

Preferred dividends ($ 1.6875 per share)

Balances June 30, 2025 $ 1,431,147 $ ( 74,526 )

Balances September 30, 2025 $ 1,480,003 $ ( 75,849 )

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

22 unchanged sentences

With the exception of expanding disclosures to include more granular income statement expense categories, we do not expect the adoption of ASU 2024-03 to have a material effect on our consolidated financial statements taken as a whole.

In September 2025, the FASB issued ASU No.

2025-06 (“ASU 2025-06”), Targeted Improvements to the Accounting for Internal-Use Software .

ASU 2025-06 amends certain aspects of the accounting for a disclosure of software costs under ASC 350-40.

ASU 2025-06 makes targeted improvements to ASC 350-40, but does not fully align the framework for accounting for internally developed software costs that are subject to ASC 350-40 with the framework applied to software to be sold or marketed externally that is subject to ASC 985-20.

ASU 2025-06 also does not amend the guidance on costs of software licenses that are within the scope of ASC 985-20.

ASU 2025-06’s amendments are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

The Company is still evaluating the impact that the adoption of ASU 2025-06 will have on the condensed consolidated financial statements.

Note 2— Revenue Recognition

38 unchanged sentences

Maintenance revenue, which is considered a non-lease component, and interest are recognized monthly over the lease term.

As of June 30, 2025, remaining maintenance performance obligations for managed fire service contracts were $ 34.4 million, which are expected to be recognized to revenue over approximately 3 years.

Lease revenues and interest earned by the Company, included in the unaudited Condensed Consolidated Statements of Income, were not material to either the period ended June 30, 2025, or 2024.

As of September 30, 2025, remaining maintenance performance obligations for managed fire service contracts were $ 30.9 million, which are expected to be recognized to revenue over approximately three years .

Lease revenues and interest earned by the Company, included in the unaudited Condensed Consolidated Statements of Income, were not material to either the period ended September 30, 2025, or 2024.

Practical Expedients and Exemptions

10 unchanged sentences

The Company's net cash pool position consisted of the following:

(In thousands) June 30, 2025

(In thousands) September 30, 2025

Gross cash pool position $ 57,992

2 unchanged sentences

Note 4— Restructuring Charges

During the three and six months ended June 30, 2025, we recorded restructuring charges of $ 0.5 million and $ 2.4 million.

Americas segment restructuring charges of $ 0.5 million during the six months ended June 30, 2025, were related to initiatives to right-size the organization in response to macroeconomic conditions.

International segment restructuring charges of $ 1.0 million during the six months ended June 30, 2025, were primarily related to ongoing initiatives to optimize our manufacturing footprint and initiatives to right-size the organization in response to macroeconomic conditions.

Corporate segment restructuring charges of $ 0.9 million during the six months ended June 30, 2025, were related to initiatives to right-size the organization in response to macroeconomic conditions.

During the three and six months ended June 30, 2024, we recorded restructuring charges of $ 1.5 million and $ 4.6 million.

Americas segment restructuring charges of $ 0.8 million during the six months ended June 30, 2024, were related to manufacturing footprint optimization activities.

International segment restructuring charges of $ 2.9 million during the six months ended June 30, 2024, were related to ongoing initiatives to optimize our manufacturing footprint and improve productivity as well as management restructuring.

Corporate segment restructuring charges of $ 0.9 million during the six months ended June 30, 2024, were related to management restructuring.

During the three and nine months ended September 30, 2025, we recorded nominal and $ 2.5 million of restructuring charges.

Americas segment restructuring charges of $ 0.5 million during the nine months ended September 30, 2025, were related to initiatives to right-size the organization in response to macroeconomic conditions.

International segment restructuring charges of $ 1.0 million during the nine months ended September 30, 2025, were primarily related to ongoing initiatives to optimize our manufacturing footprint and initiatives to right-size the organization in response to macroeconomic conditions.

Corporate segment restructuring charges of $ 1.0 million during the nine months ended September 30, 2025, were related to initiatives to right-size the organization in response to macroeconomic conditions.

During the three and nine months ended September 30, 2024, we recorded restructuring charges of $ 1.2 million and $ 5.7 million.

Americas segment restructuring charges of $ 1.3 million during the nine months ended September 30, 2024, were related to manufacturing footprint optimization activities.

International segment restructuring charges of $ 3.2 million during the nine months ended September 30, 2024, were related to ongoing initiatives to optimize our manufacturing footprint and improve productivity as well as management restructuring.

Corporate segment restructuring charges of $ 1.2 million during the nine months ended September 30, 2024, were related to management restructuring.

Restructuring reserves are included in Other current liabilities in the accompanying unaudited Condensed Consolidated Balance Sheets.

9 unchanged sentences

Cash payments ( 0.4 ) ( 2.2 ) ( 1.0 ) ( 3.6 )

Reserve balances at June 30, 2025 $ 0.6 $ 3.0 $ — $ 3.6

Reserve balances at September 30, 2025 $ 0.3 $ 2.4 $ — $ 2.7

Note 5— Inventories

The following table sets forth the components of inventory:

(In thousands) June 30, 2025 December 31, 2024

(In thousands) September 30, 2025 December 31, 2024

Finished products $ 113,633 $ 93,356

4 unchanged sentences

The following table sets forth the components of property, plant and equipment, net:

(In thousands) June 30, 2025 December 31, 2024

(In thousands) September 30, 2025 December 31, 2024

Land $ 9,547 $ 4,235

7 unchanged sentences

Changes in accumulated other comprehensive loss were as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2025 2024 2025 2024

15 unchanged sentences

(b) Reclassification from accumulated other comprehensive loss into net income relates primarily to the recognition of non-cash net cumulative translation gains associated with certain foreign subsidiaries.

The reclassifications are included in Currency exchange losses (gains), net, within the unaudited Condensed Consolidated Statements of Income.

The reclassifications are included in Currency exchange losses, net, within the unaudited Condensed Consolidated Statements of Income.

Note 8— Capital Stock

Preferred Stock - The Company has authorized 100,000 shares of $ 50 par value 4.5 % cumulative preferred nonvoting stock which is callable at $ 52.50 .

There were 71,340 shares issued and 52,998 shares held in treasury at both June 30, 2025, and December 31, 2024.

There were 71,340 shares issued and 52,998 shares held in treasury at both September 30, 2025, and December 31, 2024.

The Treasury shares at cost line in the unaudited Condensed Consolidated Balance Sheets includes $ 1.8 million related to preferred stock.

There were no shares of preferred stock purchased and subsequently held in treasury during the six months ended June 30, 2025, or 2024.

There were no shares of preferred stock purchased and subsequently held in treasury during the nine months ended September 30, 2025, or 2024.

The Company has also authorized 1,000,000 shares of $ 10 par value second cumulative preferred voting stock.

No shares have been issued as of June 30, 2025, or December 31, 2024.

No shares have been issued as of September 30, 2025, or December 31, 2024.

Common Stock - The Company has authorized 180,000,000 shares of no par value common stock.

There were 62,081,391 shares issued as of June 30, 2025, and December 31, 2024.

No new shares were issued during the six months ended June 30, 2025, or 2024.

There were 39,142,630 and 39,260,080 shares outstanding at June 30, 2025, and December 31, 2024, respectively.

There were 62,081,391 shares issued as of September 30, 2025, and December 31, 2024.

No new shares were issued during the nine months ended September 30, 2025, or 2024.

There were 39,152,061 and 39,260,080 shares outstanding at September 30, 2025, and December 31, 2024, respectively.

Treasury Shares - The Company's 2024 stock repurchase program authorizes up to $ 200.0 million to repurchase MSA common stock in the open market and in private transactions.

1 unchanged sentence

The maximum number of shares that may be repurchased is calculated based on the dollars remaining under the program and the respective month-end closing share price.

During the six months ended June 30, 2025, and 2024, the Company repurchased 248,768 and 52,561 shares, respectively, under this and the prior stock repurchase program.

There were 22,938,761 and 22,821,311 treasury shares at June 30, 2025, and December 31, 2024, respectively.

During the nine months ended September 30, 2025, and 2024, the Company repurchased 248,768 and 108,917 shares, respectively, under this and the prior stock repurchase program.

There were 22,929,330 and 22,821,311 treasury shares at September 30, 2025, and December 31, 2024, respectively.

The Company issues treasury shares for all stock-based benefit plans.

Shares are issued from treasury at the average treasury share cost on the date of the transaction.

There were 187,455 and 121,790 Treasury shares issued for these purposes during the six months ended June 30, 2025, and 2024, respectively.

There were 202,502 and 141,618 Treasury shares issued for these purposes during the nine months ended September 30, 2025, and 2024, respectively.

Common stock activity is summarized as follows:

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

(In thousands) Common

6 unchanged sentences

Treasury shares purchased for stock compensation programs — ( 1,150 ) — ( 571 )

Employee stock purchase program 935 147 574 60

Share repurchase program — — — ( 10,027 )

1 unchanged sentence

(a) Excludes treasury cost related to preferred stock.

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

(In thousands) Common

31 unchanged sentences

(In thousands) Americas International Corporate Reconciling

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Net sales to external customers $ 313,350 $ 155,095 $ — $ 468,445

8 unchanged sentences

Capital expenditures 6,873 4,831 282 — 11,986

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Net sales to external customers $ 299,497 $ 133,182 $ — $ 432,679

10 unchanged sentences

(In thousands) Americas International Corporate Reconciling

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Net sales to external customers $ 926,649 $ 437,251 $ — $ 1,363,900

8 unchanged sentences

Capital expenditures 23,228 8,830 20,046 — 52,104

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Net sales to external customers $ 909,745 $ 398,698 $ — $ 1,308,443

10 unchanged sentences

A reconciliation of total Adjusted operating income from reportable segments to Income before income taxes is presented in the following table:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2025 2024 2025 2024

Adjusted operating income $ 103,741 $ 97,915 $ 292,675 $ 294,114

Currency exchange losses, net 3,875 2,985 13,237 4,715

Restructuring charges (Note 4) 58 1,184 2,470 5,744

Currency exchange losses (gains), net 5,286 ( 603 ) 9,363 1,730

Interest expense 8,416 9,153 23,368 29,556

8 unchanged sentences

Total sales by product group was as follows:

Three Months Ended June 30, 2025 Consolidated Americas International

Three Months Ended September 30, 2025 Consolidated Americas International

(In thousands, except percentages) Dollars Percent Dollars Percent Dollars Percent

6 unchanged sentences

Total $ 468,445 100 % $ 313,350 100 % $ 155,095 100 %

Three Months Ended June 30, 2024 Consolidated Americas International

Three Months Ended September 30, 2024 Consolidated Americas International

(In thousands, except percentages) Dollars Percent Dollars Percent Dollars Percent

6 unchanged sentences

Total $ 432,679 100 % $ 299,497 100 % $ 133,182 100 %

Six Months Ended June 30, 2025 Consolidated Americas International

Nine Months Ended September 30, 2025 Consolidated Americas International

(In thousands, except percentages) Dollars Percent Dollars Percent Dollars Percent

6 unchanged sentences

Total $ 1,363,900 100 % $ 926,649 100 % $ 437,251 100 %

Six Months Ended June 30, 2024 Consolidated Americas International

Nine Months Ended September 30, 2024 Consolidated Americas International

(In thousands, except percentages) Dollars Percent Dollars Percent Dollars Percent

15 unchanged sentences

Participating securities are defined as unvested stock-based compensation awards that contain nonforfeitable rights to dividends.

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands, except per share values) 2025 2024 2025 2024

12 unchanged sentences

Note 11— Income Taxes

The Company's effective tax rate for the three months ended June 30, 2025, was 24.1 %, which differs from the United States of America ("U.S.") federal statutory rate of 21% primarily due to state income taxes and nondeductible executive compensation.

The Company's effective tax rate for the three months ended June 30, 2024, was 23.5 %, which differs from the U.S.

The Company's effective tax rate for the three months ended September 30, 2025, was 24.7 %, which differs from the United States of America ("U.S.") federal statutory rate of 21% primarily due to state income taxes and discrete expense booked in the third quarter of 2025 related to the filing of prior period tax returns.

The Company's effective tax rate for the three months ended September 30, 2024, was 24.4 %, which differs from the U.S.

federal statutory rate of 21% primarily due to state income taxes.

The Company's effective tax rate for the six months ended June 30, 2025, was 23.8 %, which differs from the U.S.

The Company's effective tax rate for the nine months ended September 30, 2025, was 24.2 %, which differs from the U.S.

federal statutory rate of 21% primarily due to state income taxes and nondeductible executive compensation.

The Company's effective tax rate for the six months ended June 30, 2024, was 23.3 %, which differs from the U.S.

The Company's effective tax rate for the nine months ended September 30, 2024, was 23.7 %, which differs from the U.S.

federal statutory rate of 21% primarily due to state income taxes and nondeductible executive compensation.

At June 30, 2025, the Company had a gross liability for unrecognized tax benefits of $ 4.7 million.

The Company has recognized tax benefits associated with these liabilities of $ 1.5 million at June 30, 2025.

At September 30, 2025, the Company had a gross liability for unrecognized tax benefits of $ 5.0 million.

The Company has recognized tax benefits associated with these liabilities of $ 1.5 million at September 30, 2025.

The gross liability includes amounts associated with domestic and foreign tax exposure in prior periods.

The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and operating expenses, respectively.

The Company's liability for accrued interest related to uncertain tax positions was $ 0.2 million at June 30, 2025.

The Company's liability for accrued interest related to uncertain tax positions was $ 0.2 million at September 30, 2025.

We are subject to regular review and audit by both foreign and domestic tax authorities.

While we believe our tax positions will be sustained, the final outcome of tax audits and related litigation may differ materially from the tax amounts recorded in our unaudited condensed consolidated financial statements.

On July 4, 2025, the United States enacted into law the One, Big, Beautiful Bill Act ("the Act").

The Act makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

The Act has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company is currently assessing the impact of these provisions on our consolidated financial statements and currently do not expect a material impact.

Note 12— Stock Plans

3 unchanged sentences

The ESPP is considered a compensatory plan.

The discount is recorded as a component of selling, general and administrative expense in the Company's Consolidated Statements of Income.

The discount is recorded as a component of selling, general and administrative expense in the Company's unaudited Condensed Consolidated Statements of Income.

Stock compensation expense, included in Selling, general and administrative expense in the unaudited Condensed Consolidated Statements of Income, is as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2025 2024 2025 2024

3 unchanged sentences

We have not capitalized any stock-based compensation expense.

A summary of stock option activity for the six months ended June 30, 2025, is as follows:

A summary of stock option activity for the nine months ended September 30, 2025, is as follows:

Shares Weighted Average

2 unchanged sentences

Exercised ( 11,473 ) 44.50

Outstanding and exercisable at June 30, 2025 3,845 $ 46.84

Outstanding and exercisable at September 30, 2025 3,545 $ 47.04

Restricted stock awards and restricted stock units are valued at the market value of the stock on the grant date.

A summary of restricted stock activity for the six months ended June 30, 2025, is as follows:

A summary of restricted stock activity for the nine months ended September 30, 2025, is as follows:

Shares Weighted Average

3 unchanged sentences

Forfeited ( 13,261 ) 155.16

Unvested at June 30, 2025 188,641 $ 155.11

Unvested at September 30, 2025 173,983 $ 158.17

Performance stock units that have a market condition modifier are valued at an estimated fair value using a Monte Carlo model.

11 unchanged sentences

Expected life is based on historical stock option exercise data.

A summary of performance stock unit activity for the six months ended June 30, 2025, is as follows:

A summary of performance stock unit activity for the nine months ended September 30, 2025, is as follows:

Shares Weighted Average

5 unchanged sentences

Forfeited ( 19,990 ) 156.59

Unvested at June 30, 2025 144,537 $ 151.73

Unvested at September 30, 2025 151,822 $ 152.77

(a) Performance adjustments relate primarily to the final number of shares issued for the 2022 performance unit awards which vested in the first quarter of 2025 at 220 % of the target award based on both cumulative performance against EBITDA margin and revenue growth targets and MSA's total shareholder return during the three-year performance period.

Note 13— Long-Term Debt

(In thousands) June 30, 2025 December 31, 2024

(In thousands) September 30, 2025 December 31, 2024

2016 Senior Notes payable through 2031, 3.40 %, net of debt issuance costs

15 unchanged sentences

The Company pays a credit spread of 0 to 175 basis points based on the Company’s net leverage ratio and elected rate (BASE or SOFR).

The company has a weighted average revolver interest rate of 4.83 % as of June 30, 2025.

At June 30, 2025, $ 915.4 million of the existing $ 1.3 billion revolving credit facility was unused, including letters of credit issued under the facility.

The company has a weighted average revolver interest rate of 4.96 % as of September 30, 2025.

At September 30, 2025, $ 965.3 million of the existing $ 1.3 billion revolving credit facility was unused, including letters of credit issued under the facility.

The facility also provides an accordion feature that allows the Company to access an additional $ 500.0 million of capacity pending approval by MSA’s board of directors and from the bank group.

7 unchanged sentences

The Prudential Note Agreement provided for (i) the issuance of $ 100.0 million of 2.69 % Series C Senior Notes due July 1, 2036 and (ii) the establishment of an uncommitted note issuance facility whereby the Company may request, subject to Prudential’s acceptance in its sole discretion, the issuance of up to $ 335.0 million aggregate principal amount of senior unsecured notes.

As of June 30, 2025, the Company has outstanding £ 36.6 million (approximately $ 50.3 million at June 30, 2025) of 3.4 % Series B Senior Notes due January 22, 2031.

Remaining maturities of this note are £ 6.1 million (approximately $ 8.4 million at June 30, 2025) due annually through January 2031.

As of September 30, 2025, the Company has outstanding £ 36.6 million (approximately $ 49.3 million at September 30, 2025) of 3.4 % Series B Senior Notes due January 22, 2031.

Remaining maturities of this note are £ 6.1 million (approximately $ 8.2 million at September 30, 2025) due annually through January 2031.

On July 1, 2024, the Company entered into Amendment No.

13 unchanged sentences

In addition, the agreements contain negative covenants limiting the ability of the Company and its subsidiaries to incur additional indebtedness or issue guarantees, create or incur liens, make loans and investments, make acquisitions, transfer or sell assets, enter into transactions with affiliated parties, make changes in its organizational documents that are materially adverse to lenders or modify the nature of the Company's or its subsidiaries' business.

As of June 30, 2025, the Company was in full compliance with the restrictive covenants under its various credit agreements.

The Company had outstanding bank guarantees and standby letters of credit with banks as of June 30, 2025, totaling $ 10.3 million, of which $ 1.5 million relate to the Revolving Credit Facility.

As of September 30, 2025, the Company was in full compliance with the restrictive covenants under its various credit agreements.

The Company had outstanding bank guarantees and standby letters of credit with banks as of September 30, 2025, totaling $ 10.4 million, of which $ 1.5 million relate to the Revolving Credit Facility.

The letters of credit serve to cover customer requirements in connection with certain sales orders and insurance companies.

The Company is also required to provide cash collateral in connection with certain arrangements.

As of June 30, 2025, the Company has $ 1.0 million of restricted cash in support of these arrangements.

As of September 30, 2025, the Company has $ 0.9 million of restricted cash in support of these arrangements.

On May 6, 2025 the company acquired M&C TechGroup Germany GmbH and its affiliated companies ("M&C") in a transaction valued at approximately $ 189 million, net of cash acquired.

1 unchanged sentence

Note 14— Goodwill and Intangible Assets, Net

Changes in goodwill during the six months ended June 30, 2025, were as follows:

Changes in goodwill during the nine months ended September 30, 2025, were as follows:

(In thousands) Goodwill

Balance at January 1, 2025 $ 620,895

Additions (Note 15) 91,005

Additions and measurement period adjustments (Note 15) 92,568

Currency translation 18,761

Balance at June 30, 2025 $ 733,245

At June 30, 2025, goodwill of $ 475.6 million and $ 257.6 million related to the Americas and International reportable segments, respectively.

Changes in intangible assets, net, during the six months ended June 30, 2025, were as follows:

Balance at September 30, 2025 $ 732,224

At September 30, 2025, goodwill of $ 481.4 million and $ 250.8 million related to the Americas and International reportable segments, respectively.

Changes in intangible assets, net, during the nine months ended September 30, 2025, were as follows:

(In thousands) Intangible Assets

3 unchanged sentences

Currency translation 6,686

Net balance at June 30, 2025 $ 310,934

At June 30, 2025, intangible assets, net, includes a trade name related to Globe Manufacturing Company, LLC ("Globe") with an indefinite life totaling $ 60.0 million .

Net balance at September 30, 2025 $ 304,505

At September 30, 2025, intangible assets, net, includes a trade name related to Globe Manufacturing Company, LLC ("Globe") with an indefinite life totaling $ 60.0 million .

Note 15— Acquisitions

17 unchanged sentences

Net assets acquired $ 199.3

As of June 30, 2025, the purchase accounting for M&C is subject to change upon completion of the valuation of the assets acquired and liabilities assumed, primarily for tax balances, valuation of intangible assets as well as final working capital adjustment and allocation of goodwill.

As of September 30, 2025, the purchase accounting for M&C is subject to change upon completion of the valuation of the assets acquired and liabilities assumed, primarily for review of tax balances and liabilities assumed.

Assets acquired and liabilities assumed in connection with the acquisition were recorded at their preliminary fair values.

2 unchanged sentences

the relief from royalty method for trade name and developed technologies and the cost approach for assembled workforce, which is included in goodwill.

Several significant assumptions and estimates were involved in the application of these valuation methods, including forecasted sales volumes and prices, royalty rates, costs to produce, tax rates and amortization tax benefits, capital spending, discount rates, customer attrition rates, technology obsolescence assumptions and working capital changes.

Assumptions and estimates were involved in the application of these valuation methods, including forecasted sales volumes and prices, royalty rates, costs to produce, tax rates and amortization tax benefits, capital spending, discount rates, customer attrition rates, technology obsolescence assumptions and working capital changes.

Cash flow forecasts were generally based on M&C pre-acquisition forecasts, coupled with estimated MSA financial synergies.

6 unchanged sentences

This Goodwill is nondeductible for tax purposes.

Our results for the three and six months ended June 30, 2025, include strategic acquisition costs of $ 6.6 million and $ 8.1 million, respectively, including costs related to the M&C acquisition.

Our results for the three and six months ended June 30, 2024, include none and $ 0.2 million, respectively, of acquisition related costs.

Our results for the three and nine months ended September 30, 2025 include strategic acquisition costs of $ 1.9 million and $ 10.0 million, respectively, including costs related to the M&C acquisition.

Our results for the three and nine months ended September 30, 2024, include none and $ 0.2 million, respectively, of strategic acquisition costs.

These costs are reported in selling, general, and administrative expenses.

The operating results of this acquisition have been included in our unaudited condensed consolidated financial statements from the acquisition date through June 30, 2025.

Our results for the three and six months ended June 30, 2025, include sales and net loss of $ 10.8 million and $ 4.8 million, respectively, attributable to this acquisition.

The operating results of this acquisition have been included in our unaudited condensed consolidated financial statements from the acquisition date through September 30, 2025.

Our results for the three months ended September 30, 2025, include sales and net income of $ 15.3 million and $ 0.1 million, respectively, attributable to this acquisition.

Our results for the nine months ended September 30, 2025 include sales and net loss of $ 26.2 million and $ 4.6 million, respectively, attributable to this acquisition.

The following unaudited pro forma information presents our combined results as if the M&C acquisition had occurred on January 1, 2024.

4 unchanged sentences

The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies, or revenue enhancements that the combined companies may achieve as a result of the acquisition or the costs to integrate the operations or the costs necessary to achieve cost savings, operating synergies, or revenue enhancements.

Three Months Ended June 30, Six Months Ended June 30,

Three months ended September 30, 2024 Nine Months Ended September 30,

(In millions, except per share amounts) 2025 2024

11 unchanged sentences

(In thousands) 2025 2024 2025 2024

Three Months Ended June 30,

Three Months Ended September 30,

Service cost $ 2,013 $ 2,315 $ 31 $ 44

3 unchanged sentences

Recognized net actuarial losses 197 282 163 115

Settlements 721 1,308 — —

Net periodic benefit (income) cost (a)

$ ( 3,764 ) $ ( 2,208 ) $ 470 $ 361

Six Months Ended June 30,

Nine Months Ended September 30,

Service cost $ 6,014 $ 6,945 $ 93 $ 132

7 unchanged sentences

(a) Components of Net periodic benefit (income) cost other than service cost are included in the line item Other income, net, and service costs are included in the line items Cost of products sold and Selling, general and administrative in the unaudited Condensed Consolidated Statements of Income.

We made contributions of $ 3.7 million and $ 2.6 million to our pension plans during the six months ended June 30, 2025, and 2024, respectively.

We made contributions of $ 5.7 million and $ 3.9 million to our pension plans during the nine months ended September 30, 2025, and 2024, respectively.

We expect to make net contributions between $ 7 million and $ 8 million to our pension plans in 2025, which are primarily associated with statutorily required plans in the International reporting segment.

2 unchanged sentences

GAAP criteria for hedge accounting but have the impact of partially offsetting certain of our foreign currency exposures.

We account for these forward contracts at fair value and report the related gains or losses in currency exchange losses (gains), net, in the unaudited Condensed Consolidated Statements of Income.

The notional amount of open forward contracts was $ 107.8 million and $ 184.0 million at June 30, 2025, and December 31, 2024, respectively.

We account for these forward contracts at fair value and report the related gains or losses in currency exchange losses, net, in the unaudited Condensed Consolidated Statements of Income.

The notional amount of open forward contracts was $ 114.8 million and $ 184.0 million at September 30, 2025, and December 31, 2024, respectively.

The following table presents the unaudited Condensed Consolidated Balance Sheets location and fair value of assets and liabilities associated with derivative financial instruments:

(In thousands) June 30, 2025 December 31, 2024

(In thousands) September 30, 2025 December 31, 2024

Derivatives not designated as hedging instruments:

3 unchanged sentences

other current liabilities 547 1,111

The following table presents the amount and classification of the (gain) loss associated with derivative financial instruments within the unaudited Condensed Consolidated Statements of Income and unaudited Condensed Consolidated Statements of Cash Flows:

Six Months Ended June 30,

The following table presents the amount and classification of the (gains) losses associated with derivative financial instruments within the unaudited Condensed Consolidated Statements of Income and unaudited Condensed Consolidated Statements of Cash Flows:

Nine Months Ended September 30,

(In thousands) 2025 2024

1 unchanged sentence

Foreign exchange contracts:

currency exchange (gains) losses, net $ ( 4,432 ) $ 3,659

currency exchange losses, net $ ( 4,958 ) $ 1,683

Note 18— Fair Value Measurements

9 unchanged sentences

With the exception of our fixed rate long-term debt, we believe that the reported carrying amounts of our financial assets and liabilities approximate their fair values.

The reported carrying amount of our fixed rate long-term debt was $ 300.3 million and $ 303.5 million at June 30, 2025, and December 31, 2024, respectively.

The fair value of this debt was $ 269.8 million and $ 266.4 million at June 30, 2025, and December 31, 2024, respectively.

The reported carrying amount of our fixed rate long-term debt was $ 299.3 million and $ 303.5 million at September 30, 2025, and December 31, 2024, respectively.

The fair value of this debt was $ 271.5 million and $ 266.4 million at September 30, 2025, and December 31, 2024, respectively.

The fair value of this debt was determined using Level 2 inputs by evaluating similarly rated companies with publicly traded bonds where available or current borrowing rates available for financings with similar terms and maturities.

23 unchanged sentences

Globe is also pursuing insurance coverage and indemnification related to the lawsuits.

As of July 23, 2025, Globe was named as a defendant in 835 lawsuits comprised of 10,808 claims, predominantly styled as individual personal injury claims and including several putative class actions.

As of October 15, 2025, Globe was named as a defendant in 1,085 lawsuits comprised of 13,140 claims, predominantly styled as individual personal injury claims and including several putative class actions.

Certain of these lawsuits include MSA Safety Incorporated or other Globe affiliates as defendants.

9 unchanged sentences

The following table reconciles changes in the Company's accrued warranty reserve:

(In thousands) Six Months Ended June 30, 2025 Year Ended

(In thousands) Nine Months Ended September 30, 2025 Year Ended

December 31, 2024

5 unchanged sentences

Ending warranty reserve $ 12,425 $ 13,724

Warranty expense was $ 6.5 million and $ 5.0 million for the six months ended June 30, 2025, and 2024, respectively, and is included in Costs of products sold on the unaudited Condensed Consolidated Statements of Income.

Warranty expense was $ 9.9 million and $ 7.9 million for the nine months ended September 30, 2025, and 2024, respectively, and is included in Costs of products sold on the unaudited Condensed Consolidated Statements of Income.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements